Statement of Changes in Beneficial Ownership (4)
23 December 2021 - 8:52AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Easley Jaime Manson |
2. Issuer Name and Ticker or Trading Symbol
SPX FLOW, Inc.
[
FLOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP and CFO |
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(Last)
(First)
(Middle)
C/O SPX FLOW, INC., 13320 BALLANTYNE CORPORATE PLACE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/20/2021 |
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(Street)
CHARLOTTE, NC 28277
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/20/2021 | | M | | 3343 | A | $85.49 | 17822 | D | |
| Common Stock | 12/20/2021 | | F(1) | | 1261 | D | $85.49 | 16561 | D | |
| Common Stock | 12/20/2021 | | M | | 3090 | A | $85.49 | 19651 | D | |
| Common Stock | 12/20/2021 | | F(1) | | 1205 | D | $85.49 | 18446 | D | |
| Common Stock | 12/20/2021 | | M | | 1381 | A | $85.49 | 19827 | D | |
| Common Stock | 12/20/2021 | | F(1) | | 618 | D | $85.49 | 19209 | D | |
| Common Stock | 12/20/2021 | | M | | 7808 | A | $85.49 | 27017 | D | |
| Common Stock | 12/20/2021 | | F(1) | | 3491 | D | $85.49 | 23526 | D | |
| Common Stock | | | | | | | | 1235 | I | 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted Stock Unit | $0.0 | 12/20/2021 | | M | | | 3343 | (2) | (2) | Common Stock | 3343.0 | $0 | 0 | D | |
| Restricted Stock Unit | $0.0 | 12/20/2021 | | M | | | 3090 | (3) | (3) | Common Stock | 3090.0 | $0 | 3090 | D | |
| Restricted Stock Unit | $0.0 | 12/20/2021 | | M | | | 1381 | (4) | (4) | Common Stock | 1381.0 | $0 | 2764 | D | |
| Restricted Stock Unit | $0.0 | 12/20/2021 | | A | | 7808 | | (5) | (5) | Common Stock | 7808.0 | $0 | 7808 | D | |
| Restricted Stock Unit | $0.0 | 12/20/2021 | | M | | | 7808 | (2) | (2) | Common Stock | 7808.0 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Shares delivered to the issuer for the payment of withholding taxes due upon the vesting of restricted stock units previously granted under the SPX FLOW Stock Compensation Plan. |
| (2) | The vesting of this award was accelerated by the compensation committee of the issuer's board of directors on December 20, 2021, in connection with the merger agreement entered into by the issuer on December 12, 2021. |
| (3) | The restricted stock units vest in three equal annual installments beginning on February 27, 2021.The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the issuer's board of directors on December 20, 2021, in connection with the merger agreement entered into by the issuer on December 12, 2021. |
| (4) | The restricted stock units vest in three equal annual installments beginning on February 24, 2022. The tranche vesting in Q1 of 2022 of this award was accelerated by the compensation committee of the issuer's board of directors on December 20, 2021, in connection with the merger agreement entered into by the issuer on December 12, 2021. |
| (5) | 2019 performance-based restricted stock units granted pursuant to the SPX FLOW Stock Compensation Plan. The vesting of this award, at 150% of target, was accelerated by the compensation committee of the issuer's board of directors on December 20, 2021, in connection with the merger agreement entered into by the issuer on December 12, 2021. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Easley Jaime Manson
C/O SPX FLOW, INC.
13320 BALLANTYNE CORPORATE PLACE
CHARLOTTE, NC 28277 |
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| VP and CFO |
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Signatures
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| Peter Ryan, Attorney In Fact for Jaime M. Easley | | 12/22/2021 |
| **Signature of Reporting Person | Date |
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